UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 16, 2010
POWER
EFFICIENCY CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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0-31805
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22-3337365
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(State
or other jurisdiction of incorporation)
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Commission
File Number
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(IRS
Employer Identification No.)
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3960
Howard Hughes Pkwy, Suite 460, Las Vegas, NV
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89169
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (702) 697-0377
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers;
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Messrs.
Morgan, Rado and Boyadjieff’s resignations are purely personal in nature and not
as a result of any disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
On July
16, 2010, at a duly held meeting of the board of directors of the Company, the
board elected each of Mark Lehman and Herman Sarkowsky to serve on the board of
directors of the Company until the next annual meeting of the Company’s
stockholders or such time as his successor is elected.
Mr.
Lehman, 38, was a Partner at JANA Partners LLC from 2002 to June 2010. Prior to
joining JANA Partners, Mr. Lehmann was an analyst at Appaloosa Management L.P.
from 1999 to 2002. Prior to that, Mr. Lehman had been an associate at
NationsBanc Montgomery Securities, the Founder and President of Legacy
Investment Research, and an Equity Research Associate at S.A.C. Capital
Advisors, Morgan Stanley & Co. and Lehman Brothers. Mr. Lehman graduated
with an M.B.A. from the Wharton School at the University of Pennsylvania in 1999
and with a B.S. from the Stern School of Business, New York University in
1993.
Herman
Sarkowsky, 85, is President of Sarkowsky Investment Corporation, a private
investment firm for more than the past five years and serves on the Board of
Directors of WebMD (NASDAQ), an online provider of medical information, and
University of Washington Medical Center for more than the past five
years. Mr. Sarkowsky has been in the home building and construction
business since l950. He developed the Key Tower in Seattle, was a partner in the
Frederick and Nelson department store chain, and founded the United Homes
Corporation in the 1960s. Mr. Sarkowsky has served as a member of the
Washington State Racing Association and was a co-founder of two major sports
franchises in the Pacific Northwest, the Portland Trail Blazers of the NBA and
the Seattle Seahawks of the NFL. Mr. Sarkowsky graduated in 1949 from
the University of Washington with a B.A. in Business.
Exhibits
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Set
forth below is a list of Exhibits included as part of this Current
Report: |
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99.1
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Letter
of Resignation from Dick Morgan
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99.2
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Letter
of Resignation from Gary Rado
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99.3
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Letter
of Resignation from George
Boyadjieff
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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POWER
EFFICIENCY CORPORATION
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By:
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/s/ John
(BJ) Lackland
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John
(BJ) Lackland, CFO
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Date:
July 22, 2010
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